TIDMKRM
RNS Number : 8303E
KRM22 PLC
04 July 2023
KRM22 plc
("KRM22", the "Group" and the "Company")
Posting of Annual Accounts, Circular and
Notice of General Meeting to approve share authority, the
amendment of the Convertible Facility Agreement, and approve Annual
Accounts
KRM22 plc (AIM: KRM.L), the technology and software company
focused on risk management in capital markets, announces that the
Company's Annual Report and Accounts for the year ended 31 December
2022 have today been posted to shareholders. The Company is also
today posting a circular (the "Circular") to shareholders in
connection with the granting of authority to allot shares,
dis-apply pre-emption rights and approve the Annual Accounts,
including a notice of a general meeting to be held at 11.00 a.m. on
27 July 2023 for the purpose of approving the resolutions as set
out in the notice of GM.
Accounts
As explained in a letter to shareholders on 7 June 2023, at the
Annual General Meeting of the Company held on 30 June 2023, no
resolutions were proposed in relation to the Company's Annual
Report and Accounts for the appointment or remuneration of the
Company's auditors. The general meeting is therefore being convened
to enable voting on formal resolutions to approve the Annual Report
and Accounts of the Company for the year ended 31 December 2022 and
in relation to the Company's auditors.
Convertible Facility Agreement
On 19 June 2023 the Company announced that it had entered into a
GBP5 million facility agreement (the "Facility Agreement") arranged
by Trading Technologies International, Inc. ("TT"), the Company's
largest shareholder.
The maximum number of shares (3,566,630) that can be issued to
TT derives from the Company's pre-existing authorisation to allot
shares and disapplication of pre-emption rights approved by
shareholders at the 2022 AGM. The ability to convert part of the
outstanding amount under the Facility Agreement into this number of
shares came into being on execution of the Facility Agreement and
is not subject to any future shareholder approval.
Pursuant to the Facility Agreement, the Company agreed that it
will as soon as practicable convene a general meeting to approve
the allotment of new ordinary shares sufficient to convert the full
amount of the Facility Agreement at a conversion price as set out
in the agreement. If the full amount of GBP5 million was drawn down
under the Facility Agreement and converted at a conversion price of
GBP0.46 that would result in the issue of 10,869,565 new ordinary
shares to TT.
Side Letter and amendment of certain terms of the Facility
Agreement
Pursuant to shareholder consultation the Company has entered
into a side letter with TT (the "Side Letter") conditionally
amending the terms of the Facility Agreement such that, provided
the Company's shareholders vote to authorise the allotment of
shares in accordance with the Facility Agreement on or before 27
July 2023, the conversion price will now be capped at GBP0.46,
which would mean that the maximum number of shares that could be
issued in connection with the Facility Agreement would be
10,869,565. The Side Letter thereby removes any ability of TT to
convert the facility at share prices below 46p, provided the
requisite share authority is approved by shareholders as described
above.
Under the Side Letter, if the Company's shareholders have not
authorised the allotment of shares in accordance with the Facility
Agreement on or before 27 July 2023, then the term of the
conversion shall remain as previously announced on 19 June
2023.
Pursuant to Rule 9 of the Takeover Code, TT cannot acquire 30
per cent. or more of the voting rights in the Company without being
required to make a mandatory cash offer for all the shares in the
Company not already held by it. No waiver from Rule 9 is being
sought in connection with the conversion right under the Facility
Agreement.
Pursuant to its obligations under the Facility Agreement as
amended by the Side Letter, the Company is writing to shareholders
to convene the general meeting and seek authority to allot shares
in accordance with the Facility Agreement.
Related Party Transaction
TT is considered a "related party" as defined under the AIM
Rules as a result of its substantial shareholding of 25.0 per cent.
in the Company. The entering into of the Side Letter between the
Company and TT constitutes a related party transaction for the
purposes of Rule 13 of the AIM Rules.
The Independent Directors, being Stephen Casner, Kim Suter,
Garry Jones, Sandy Broderick and Steve Sparke, consider, having
consulted with the Company's nominated adviser, finnCap, for the
purposes of the AIM Rules, that the terms of the Side Letter and
the amendment to the Facility Agreement are fair and reasonable
insofar as the Company's shareholders are concerned.
General Meeting
The general meeting will be held at the offices of finnCap, One
Bartholomew Close, London, EC1A 7BL on Thursday, 27 July 2023 at
11.00 a.m.
The Circular and notice of general meeting will shortly be made
available on the Company's website,
https://www.krm22.com/investor-relations/documents .
Recommendation
The Directors consider the resolutions which are set out in the
notice and which are to be proposed at the forthcoming general
meeting, to be in the best interests of the Company and of
shareholders as a whole and unanimously recommend shareholders to
vote in favour of all such resolutions, as each of the Directors
intends to do in respect of their own beneficial holding. The
Directors have a beneficial interest in 3,764,958 ordinary shares
in the capital of the Company representing approximately 10.56 per
cent. of the Company's issued share capital.
For further information please contact:
KRM22 plc
InvestorRelations@krm22.com
Keith Todd CBE, Executive Chairman
Stephen Casner, CEO
Kim Suter, CFO
finnCap Ltd (Nominated Adviser and Broker) +44 (0)20 7220
0500
Carl Holmes / George Dollemore
Alice Lane / Sunila de Silva (ECM)
About KRM22 plc
KRM22 is a closed-ended investment company which listed on AIM
on 30 April 2018. The Company has been established with the
objective of creating value for its investors through the
investment in, and subsequent growth and development of, target
companies in the technology and software sector, with a focus on
risk management in capital markets.
Through its investments and the Global Risk Platform, KRM22
helps capital market companies reduce the cost and complexity of
risk management. The Global Risk Platform provides applications to
help address firms' trading and corporate risk challenges and to
manage their entire enterprise risk profile.
Capital markets companies' partner with KRM22 to optimise risk
management systems and processes, improving profitability and
expanding opportunities to increase portfolio returns by leveraging
risk as alpha.
KRM22 plc is listed on AIM and the Group is headquartered in
London, with offices in several of the world's major financial
centres.
See more about KRM22 at KRM22.com .
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END
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